Pursuant to Decree No. 07/2016/NĐ-CP of January 25, 20016 details the Commercial Law regarding Viet Nam representative offices of foreign traders in Viet Nam and guiding documents to establish Representative offices in Vietnam, Dragon Law Firm Hai Phong would like to consult about procedure of representative office establishment as follows:

Pursuant to Decree No. 07/2016/NĐ-CP of January 25, 20016 details the Commercial Law regarding Viet Nam representative offices of foreign traders in Viet Nam and guiding documents to establish Representative offices in Vietnam, Dragon Law Firm Hai Phong would like to consult about procedure of representative office establishment as follows:

The First:Conditions for grant of representative office establishment permits

1. The foreign trader is incorporated and registers for doing business in accordance with provisions of laws of countries or territories being parties to treaties to which Vietnam is a signatory or is recognized by the aforesaid countries or territories;

2. The foreign trader has come into operation for at least 01 year from the date of establishment or registration;

3. The Certificate of Business Registration or the equivalent document is valid for at least 01 more year from the date of submission of the application;

4. The scope of operation of the representative office is consistent with that in Vietnam’s Commitments to treaties to which Vietnam is a signatory;

5. Where the scope of operation of the representative office is inconsistent with Vietnam’s Commitments or the foreign trader is not located in the country or territory being party to treaties to which Vietnam is a signatory, the representative office can be established only if relevant Ministers, Heads of ministerial agencies (hereinafter referred to as “relevant Ministers”) have given approval for establishment of the representative office.

The second : The licensing agency shall refuse to grant the License for Establishment of the representative offices or branches to those that:

1. Fail to satisfy one of requirements stipulated in Articles 7 ( for applications for licenses or establishment of representative offices) or fail to satisfy one of requirements stipulated in Article 8 (for applications for licenses or establishment of branches).

2. Apply for the license or establishment of the representative office or branch within 02 years from the date of revocation of the license or establishment of the representative office or branch under Article 44 hereof;

3. Be subject to restrictions from the establishment of representative offices and branches for reasons of national defense and security, social order, social ethics and community health.

4. Be restricted by provisions of laws.

The third: Dossiers of application for permits for establishment of representative offices or branches:

a) An application form for license for establishment of the branch using the form promulgated by the Ministry of Industry and Trade and signed by a competent representative of the foreign trader.

b) Copies of the Certificate of Business Registration or equivalent documents of the foreign trader;

c) A letter of appointment of the head of the branch;

d) Copies of audited financial statements or certificates of fulfillment of tax liabilities or financial obligations of the last fiscal year or equivalent documents as proof of existence and operation of the foreign trader issued or certified by competent authorities where such foreign trader is established;

dd) Copies of the branch charter;

e) Copies of the passport or ID card (for Vietnamese) or copies of the passport (for foreigners) of the head of the branch;

g) Documents on the expected location of the branch including:

- Copies of memorandum of understanding (MOU) or leasing agreements or documents as proof of the right to use a location as the branch;

- Copies of documents on the expected location of the branch under Article 28 hereof and provision of related laws.

(Note: Documents specified in points b, c, d and dd, Article 1 hereof (for the head of the branch being foreigners) shall be translated into Vietnamese and certified true in accordance with laws of Vietnam. Documents specified in point b, clause 1 of this Article shall be certified or legalized by overseas diplomatic missions or Consulates of Vietnam in accordance with laws of Vietnam.)

The fourth:Time limit for grant of representative office or branch establishment permits:

Executive time: 7 working days from the day our Firm receives sufficiently valid dossier from your company.( In case of rejection, the licensing agency shall send the applicant a written notice in which reasons for rejections shall be specified.)

(Note: Within 15 working days from the date of grant, re-grant, adjustment, extension and revocation of the License for Establishment of a representative office or branch, the licensing agency shall publish the following information on its web portal).

We greatly hope for a cooperation with you, if you need more information or have any question, please contact us.